FILING ARTICLES OF INCORPORATION (Business Corporations) John A. Gale, Secretary of State Room 1305 State Capitol, P.O. Box 94608 Lincoln, NE 68509 http://www.sos.state.ne.us/ 21-2003: Filing requirements. (1) A document shall satisfy the requirements of this section and of any other provision of law that adds to or varies these requirements to be entitled to filing by the Secretary of State. (2) The Business Corporation Act shall require or permit filing the document in the office of the Secretary of State. (3) The document shall contain the information required by the act. It may contain other information as well. (4) The document shall be typewritten or printed. (5) The document shall be in the English language. A corporate name shall not be required to be in English if written in English letters or Arabic or Roman numerals. The certificate of existence required of foreign corporations shall not be required to be in English if accompanied by a reasonably authenticated English translation. (6) The document shall be executed: (a) By the chairperson of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers; (b) If directors have not been selected or the corporation has not been formed, by an incorporator; or (c) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (7) The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs. The document may, but shall not be required to, contain (a) the corporate seal, (b) an attestation by the secretary or an assistant secretary, and (c) an acknowledgment, verification, or proof. (8) If the Secretary of State has prescribed a mandatory form for the document under section 21-2004, the document shall be in or on the prescribed form. (9) The document shall be delivered to the Secretary of State for filing and shall be accompanied by one exact or conformed copy, except as provided in sections 21-2033 and 21-20,176, the correct filing fee, and any tax, license fee, or penalty required by law. 21-2005: Fees. (1) The Secretary of State shall collect the fees prescribed by this section when the documents described in this subsection are delivered to him or her for filing: (a) Articles of incorporation or documents relating to domestication: (i) If the capital stock is $10,000 or less, the fee shall be $60; (ii) If the capital stock is more than $10,000 but does not exceed $25,000, the fee shall be $100; (iii) If the capital stock is more than $25,000 but does not exceed $50,000, the fee shall be $150; (iv) If the capital stock is more than $50,000 but does not exceed $75,000, the fee shall be $225; (v) If the capital stock is more than $75,000 but does not exceed $100,000, the fee shall be $300; and (vi) If the capital stock is more than $100,000, the fee shall be $300, plus $3 additional for each $1,000 in excess of $100,000. For purposes of computing this fee, the capital stock of a corporation organized under the laws of any other state that domesticates in this state, and which stock does not have a par value, shall be deemed to have a par value of an amount per share equal to the amount paid in as capital for each of such shares as are then issued and outstanding, and in no event less than one dollar per share. (b) Application for use of indistinguishable name $25 (c) Application for reserved name $25 (d) Notice of transfer of reserved name $25 (e) Application for registered name $25 (f) Application for renewal of registered name $25 (g) Corporation's statement of change of registeredagent or registered office or both $25 (h) Agent's statement of change of registered office for each affected corporation $25 not to exceed a total of $1,000 (i) Agent's statement of resignation No fee (j) Amendment of articles of incorporation $25 (k) Restatement of articles of incorporation $25 with amendment of articles $25 (l) Articles of merger or share exchange $25 (m) Articles of dissolution $45 (n) Articles of revocation of dissolution $25 (o) Certificate of administrative dissolution No fee Application for reinstatement $25 (q) Certificate of reinstatement No fee (r) Certificate of judicial dissolution Nofee (s) Application for certificate of authority $130 (t) Application for amended certificate of authority $25 (u) Application for certificate of withdrawal $25 (v) Certificate of revocation of authority to transact business No fee (w) Articles of correction $25 (x) Application for certificate of existence or authorization $25 (y) Any other document required or permitted to be filed by the Business Corporation Act $25 (2) The Secretary of State shall collect a recording fee of five dollars per page in addition to the fees set forth in subsection (1) of this section. (3) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: (a) One dollar per page for copying; and (b) Ten dollars for the certificate. (4) All fees set forth in this section shall be collected by the Secretary of State and remitted to the State Treasurer and credited two-thirds to the General Fund and one-third to the Corporation Cash Fund. 21-2017: Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. . 21-2018: Articles of incorporation. (1) The articles of incorporation shall set forth: (a) The corporate name for the corporation that satisfies the requirements of section 21-2028; (b) The number of shares the corporation is authorized to issue and, if such shares are to consist of one class only, the par value of each of such shares or, if such shares are to be divided into classes, the number of shares of each class and a statement of the par value of the shares of each such class; (c) The street address of the corporation's initial registered office and the name of its initial registered agent at that office; (d) The name and street address of each incorporator; and (e) Any provision limiting or eliminating the requirement to hold an annual meeting of the shareholders if the corporation is registered or intends to register as an investment company under the federal Investment Company Act of 1940. The provision shall not be effective if such corporation does not become or ceases to be so registered. (2) The articles of incorporation may set forth: (a) The names and street addresses of the individuals who are to serve as the initial directors; (b) Provisions not inconsistent with law regarding: (i) The purpose or purposes for which the corporation is organized; (ii) Managing the business and regulating the affairs of the corporation; (iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and its shareholders; and (iv) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; (c) Any provision that under the Business Corporation Act is required or permitted to be set forth in the bylaws; (d) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for: (i) The amount of a financial benefit received by a director to which he or she is not entitled; (ii) An intentional infliction of harm on the corporation or the shareholders; (iii) A violation of section 21-2096; or (iv) An intentional violation of criminal law; and (e) A provision permitting or making obligatory indemnification of a director for liability, as defined in section 21-20,102, to any person for any action taken, or any failure to take any action, as a director, except liability for (i) receipt of a financial benefit to which he or she is not entitled, (ii) an intentional infliction of harm on the corporation or its shareholders, (iii) a violation of section 21-2096, or (iv) an intentional violation of criminal law. (3) The articles of incorporation shall not be required to set forth any of the corporate powers enumerated in the act. 21-2019: Corporate existence. (1) Unless a delayed effective date is specified, the corporate existence shall begin when the articles of incorporation are filed. (2) The Secretary of State's filing of the articles of incorporation shall be conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. 21-2020: Preincorporation transactions; joint and several liability. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under the Business Corporation Act, shall be jointly and severally liable for all liabilities created while so acting. 21-2021: Organizational meetings. (1) After incorporation: (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; and (b) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) To elect directors and complete the organization of the corporation; or (ii) To elect a board of directors who shall complete the organization of the corporation. (2) Action required or permitted by the Business Corporation Act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. (3) An organizational meeting may be held in or out of this state. 21-2022: Bylaws. (1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. 21-2023: Emergency bylaws. (1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which shall be subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (a) Procedures for calling a meeting of the board of directors; (b) Quorum requirements for the meeting; and (c) Designation of additional or substitute directors. (2) All provisions of the regular bylaws consistent with the emergency bylaws shall remain effective during the emergency. The emergency bylaws shall not be effective after the emergency ends. (3) Corporate action taken in good faith in accordance with the emergency bylaws: (a) Shall bind the corporation; and (b) May not be used to impose liability on a corporate director, officer, employee, or agent. (4) An emergency shall exist for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. 21-2024: Corporation; purpose. (1) Every corporation incorporated under the Business Corporation Act shall have the purpose of engaging in any lawful business unless a more limited purpose shall be set forth in the articles of incorporation. (2) A corporation engaging in a business subject to regulation under another law of this state may incorporate under the act only if permitted by, and subject to all limitations of, such other law. (3) Corporations shall not be organized under the act to perform any personal services as specified in section 21-2202. 21-2025: Corporation; general powers. Unless its articles of incorporation provide otherwise, every corporation shall have perpetual duration and succession in its corporate name and shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power to: (1) Sue and be sued, complain, and defend in its corporate name ; (2) Have a corporate seal, which may be altered at will, and use it or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (3) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of the state, for managing the business and regulating the affairs of the corporation; (4) Purchase, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; (6) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of and deal in and with shares or other interests in, or obligations of, any other entity; (7) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income; (8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (9) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, limited liability company, trust, or other entity; (10) Conduct its business, locate offices, and exercise the powers granted by the Business Corporation Act within or without this state; (11) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit; (12) Pay pensions and establish pension plans, pension trusts, profit-sharing plans, share-bonus plans, share-option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents; (13) Make donations for the public welfare or for charitable, scientific, or educational purposes; (14) Transact any lawful business that will aid governmental policy; and (15) Make payments or donations or do any other act not inconsistent with law that furthers the business and affairs of the corporation. 21-20,189: Publication and notice requirements. (1) Notice of incorporation, amendment, merger, or share exchange of a domestic corporation subject to the Business Corporation Act shall be published for three successive weeks in some legal newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is located. A notice of incorporation shall show (a) the corporate name for the corporation, (b) the number of shares the corporation is authorized to issue, (c) the street address of the corporation's initial registered office and the name of its initial registered agent at that office, and (d) the name and street address of each incorporator. A brief resume of any amendment, merger, or share exchange of the corporation shall be published in the same manner and for the same period of time as a notice of incorporation is required to be published. (2) Notice of the dissolution of a domestic corporation and the terms and conditions of such dissolution and the names of the persons who are to wind up and liquidate its business and affairs and their official titles, with a statement of assets and liabilities of the corporation, shall be published for three successive weeks in some legal newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is located. (3) Proof of publication of any of the notices required to be published under this section shall be filed in the office of the Secretary of State. In the event any notice required to be given pursuant to this section is not given, but is subsequently published for the required time, and proof of the publication thereof is filed in the office of the Secretary of State, the acts of such corporation prior to, as well as after, such publication shall be valid.